SEC Company Response from PennantPark Enhanced Income Fund (CIK 0002078146) — Sep 12, 2025
PennantPark Enhanced Income Fund (CIK 0002078146)
Date: Sept. 12, 2025 · CIK: 0002078146 · Accession: 0001193125-25-201981
AI Filing Summary & Sentiment
File numbers found in text: 333-288919
Referenced dates: May 23, 2007
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CORRESP 1 filename1.htm CORRESP 1900 K Street, N.W. Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com CYNTHIA BEYEA PARTNER CYNTHIA.BEYEA@DECHERT.COM +1 202 261 3447 DIRECT +1 202 261 3333 FAX September 12, 2025 Anu Dubey Senior Counsel Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0504 Re: PennantPark Enhanced Income Fund; File No.: 333-288919 Dear Ms. Dubey: On behalf of the Fund, we are writing in response to comments (the “Comments”) provided via electronic communication by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on July 24, 2025 to representatives of Dechert LLP, related to the Fund’s initial registration statement on Form N-2, filed with the Commission on July 24, 2025 (the “Registration Statement”). The Fund has considered your comments and has authorized us to make the responses and changes discussed below on its behalf. Set forth below are the Staff’s Comments along with the Fund’s responses thereto. Changes to disclosure in response to the Staff’s Comments will be included in the forthcoming Pre-Effective Amendment No. 1 to the Registration Statement (the “Amendment”). Terms not defined herein have the meaning set forth in the Amendment. PROSPECTUS Cover Page 1. Comment: The third to last sentence of the paragraph headed “Investment Strategy” identifies private investment funds as a type of investment the Fund may make. With respect to secondary purchases of private investment funds, please disclose in an appropriate location in the prospectus that: (1) such secondary investments acquired at a discount may result in unrealized gains at the time the Fund next calculates its NAV; (2) the impact of these unrealized gains on the Fund’s NAV and investment performance; (3) any attendant risks to the markup to NAV; and (4) any resulting tax impact to shareholders. Response: The Fund confirms that it has added disclosure in the Amendment in response to the Staff’s comment. 2. Comment: The last sentence of the paragraph headed “Investment Strategy” identifies “other collective investment vehicles” as a type of other security and instrument in which the Fund may invest. Please clarify to what types of vehicles this term refers. Response: The Fund confirms that it has revised the aforementioned disclosure in the Amendment in response to the Staff’s comment. 3. Comment: The eighth sentence of the paragraph headed “Interval Fund” states that the Repurchase Pricing Date will be no later than 14 calendar days after the Repurchase Request Deadline. Inasmuch as the previous sentence states that the Repurchase Pricing Date occurs on the same date as the Repurchase Request Deadline, please revise the eighth sentence to clarify that such sentence describes a requirement of Rule 23c-3 under the Investment Company Act of 1940 (“1940 Act”). See Rule 23c-3(a)(5) under the 1940 Act. Response: The Fund confirms that it has revised the aforementioned disclosure in the Amendment in response to the Staff’s comment. 4. Comment: The tenth sentence of the paragraph headed “Interval Fund” states that a [ ]% early repurchase fee will be charged with respect to certain repurchases of a shareholder’s shares. Please confirm to us that the early repurchase fee will not exceed 2%. See Rule 23c-3(b)(1) under the 1940 Act. Response: The Fund notes that it has decided to not assess an early repurchase fee. Accordingly, no changes have been made to disclosure other than to remove references to an early repurchase fee. 5. Comment: The second sentence of footnote (2) to the pricing table states that the sales load may be reduced or waived at the Fund’s sole discretion. Please revise this sentence to replace “at the Fund’s sole discretion” with “as disclosed in the prospectus”. See Item 12(a)(2) of Form N-1A and Instruction 1 thereto and Rule 22d-1 under the 1940 Act. (These provisions become applicable to the Fund as a condition of any multi-class exemptive relief.) See also IM Guidance Update No. 2016-06 (“IMGU 2016-06”) at IM Guidance Update: Mutual Fund Fee Structures. Response: The Fund confirms that it has revised the aforementioned disclosure in the Amendment in response to the Staff’s comment. Prospectus Summary — Investment Objectives and Policies (pages 1 – 3) 6. Comment: Please tell us whether the Fund will be investing through wholly owned subsidiaries or primarily controlled subsidiaries, or both. We may have additional comments upon reviewing your response. Response: The Fund currently expects to establish one or more wholly owned subsidiary vehicles for investment purposes and/or to hold certain investments indirectly in order to facilitate the Fund’s compliance with tax compliance tests pursuant to the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Related disclosure under the sub-section titled “Principal Investment Objective, Policies and Strategies—Subsidiaries” has been added to the Amendment. 2 7. Comment: The first sentence of second paragraph of this section states that the Fund invests primarily in the junior debt tranches of CLOs that own a pool of loans made to companies whose debt is rated below investment grade or unrated. The next two sentences also disclose that the Fund places a particular emphasis on CLO debt tranches initially rated BB and that, to a lesser extent, the Fund may invest in other CLO debt securities, CLO equity or other debt securities. Please disclose the credit quality of CLO tranches rated BB (e.g., below investment grade). Please also disclose the credit quality of other CLO debt securities, CLO equity or other debt securities that the Fund will invest in to a lesser extent. If the added disclosure references below investment grade securities, please also include a reference to “junk”. Response: The Fund confirms that it has revised the aforementioned disclosure in the Amendment in response to the Staff’s comment. 8. Comment: On page 2, the second sentence states that the Fund may invest in, among other things, “other debt securities”. Also on page 2, the last sentence states that the Fund may invest in “other related securities and instruments”. Please identify any other debt securities and other related securities and instruments that are part of the Fund’s principal strategy and disclose the corresponding risks of such investments in the Risk Factors section. Response: The Fund confirms that it has revised the aforementioned disclosure in the Amendment in response to the first part of the Staff’s comment. With respect to the second part of the Staff’s comment, the Fund confirms that it has included relevant risk information for all of its principal investment strategies. 9. Comment: On page 2, the first sentence of the second full paragraph refers to “CLO vintages”. Please disclose what this term means. Response: The Fund confirms that it has revised the aforementioned disclosure in the Amendment in response to the Staff’s comment. 10. Comment: On page 2, the second sentence of the third full paragraph states that “we have no restrictions on the industry or borrower exposure of the underlying assets”. Please revise this sentence to clarify that the Fund cannot invest more than 25% of its assets in any industry, per disclosure on page 2 of the SAI. Response: The Fund confirms that it has made changes to clarify the aforementioned disclosure in the Amendment in response to the Staff’s comment. 11. Comment: On page 3, the carryover sentence from page 2 references “revolver CLOs”. Please disclose what this term means. Response: The Fund confirms that it has revised the aforementioned disclosure in the Amendment in response to the Staff’s comment. 3 12. Comment: On page 3, the first sentence of the second full paragraph states that the Fund may borrow funds. If the Fund currently intends to borrow funds (i.e., within one year of the effective date of this registration statement), please add a line item to the fee table for “Interest Payments on Borrowed Funds” that sets forth an estimate of such expenses. See Item 3.1. of Form N-2. Response: The Fund notes that it does not currently intend to borrow funds within one year of the effective date of its Registration Statement; accordingly no changes have been made to disclosure in this regard. Prospectus Summary — Cashflow Transactions (pages 4 – 5) 13. Comment: The first sentence of this section refers to “CLO equity securities.” If this term means the equity tranche of a CLO, please use the term “equity tranche” to clarify that such securities are not equity securities. Response: The Fund confirms that it has revised references from “CLO equity securities” to “CLO equity tranches” in response to the Staff’s comment. Prospectus Summary — Investment Opportunity (page 5) 14. Comment: The second sentence of the second bullet point of this section sets forth certain data regarding the CLO market. Please disclose the source of this data. Response: The Fund confirms that it has revised the aforementioned disclosure in the Amendment in response to the Staff’s comment. Prospectus Summary — Use of Proceeds (page 7) 15. Comment: The first sentence of this section states that offering proceeds will be invested in accordance with the Fund’s investment objective and policies “as soon as practicable after receipt.” Please revise this language to disclose with greater specificity how long it is expected to take to invest the offering proceeds. See Item 7.2. of Form N-2. Response: The Fund confirms that it has revised the aforementioned disclosure in the Amendment in response to the Staff’s comment. Prospectus Summary — Distribution Policy (page 9) 16. Comment: The last sentence of the third paragraph of this section states that, as a result, the distributions on Class C shares may be lower than the distributions on Class I shares. Inasmuch as a shareholder servicing fee is charged on Class A shares, please also reference Class A shares in this sentence. Response: The Fund confirms that it has revised the aforementioned disclosure in the Amendment in response to the Staff’s comment. 4 Prospectus Summary — Summary of Risks (pages 11 – 15) 17. Comment: Please insert “Principal” before “Risks” in the heading “Summary of Risks” and move any non-principal risks to a section outside of the Prospectus Summary. See Instruction to Item 3.2. of Form N-2 (stating that the synopsis should provide a clear and concise description of the “key features” of the offering and the Registrant). Response: The Fund confirms that it has revised the aforementioned disclosure in the Amendment in response to the Staff’s comment. 18. Comment: On page 11, the last bullet point states that the Fund’s distributions may exceed the Fund’s earnings. On page 12, this same bullet point states that, “[t]herefore, portions of the distributions that we make may be a return of the money you originally invested and represent a return of capital to you”. Please disclose the effect of a return of capital distribution (e.g., would lower tax basis of Fund’s shares held by a shareholder so that the shareholder could pay higher taxes upon a sale of such shares). Response: The Fund respectfully notes that disclosure under the corresponding risk factor disclosure under the section of the Prospectus titled “Risk Factors” discloses the following (emphasis added): The amount of any distributions we may make is uncertain. Our distribution proceeds may exceed our earnings, particularly during the period before we have substantially invested the net proceeds from our public offering. Therefore, portions of the distributions that we make may be a return of the money that you originally invested and represent a return of capital to you. […] Such a return of capital is not immediately taxable, but reduces your adjusted tax basis in our shares, which may result in increased gain or reduced loss upon the sale of your shares. Distributions from the proceeds of our public offering or from borrowings will be distributed after payment of fees and expenses and could reduce the amount of capital we ultimately invest in our investments. […] The Fund respectfully believes that existing disclosure in the summary prospectus summarizing risk factors applicable to the Fund is appropriate in light of corresponding, full disclosure regarding the impact of distributions representing a return of capital. Accordingly, the Fund respectfully declines to make the requested change. 19. Comment: On page 14, the sixth bullet point describes the risks of special situation investments. Please disclose what this term means. Response: The Fund confirms that it has revised the aforementioned disclosure in the Amendment in response to the Staff’s comment. 20. Comment: On page 14, the third to last bullet point states that preferred stock has the same risks to our common shareholders as borrowings. If the Fund currently intends to issue preferred shares (i.e., within one year of the effective date of this registration statement), please disclose an estimate of the costs of such issuance in the fee table. 5 Response: The Fund confirms that it does not currently expect to issue preferred shares within one year of the effective date of the Registration Statement. Fees and Fund Expenses (pages 16 – 17) 21. Comment: Inasmuch as footnote (4) states that no incentive fee is assumed for this table, under each class of shares in the “Incentive Fee” line item, please replace the brackets with zeroes. Response: The Fund notes that under each such column related to each share class, with respect to a potential incentive fee payable under the Investment Advisory Agreement, the Fund currently denotes such omitted amounts by em dash (—) and respectfully believes that it would be potentially misleading to denote such omitted amounts by using a “zero”, as that could suggest that there is no incentive fee. Accordingly, the Fund respectfully declines to make the requested changes. 22. Comment: The third sentence of footnote (1) states that “[t]he Distributor may, in its discretion, waive all or a portion of the sales load for certain investors”. Please delete this sentence or, alternatively, delete “in its discretion” and disclose that any such waiver or reductions are described in the prospectus. Response: The Fund confirms that it has revised the aforementioned disclosure in the Amendment in response to the Staff’s comment. 23. Comment: If the Management Fee Waiver described in footnote (3) will be reflected in the fee table line item that sets forth fee waivers, please confirm to us that the date to be inserted in the second sentence of this footnote will be at least one year from effective date of registration statement. Please also file any agreement regarding the Management Fee Waiver as an exhibit to the registration statement. Response: The Fund so confirms and undertakes to file any agreement regarding the Management Fee Waiver. 24. Comment: The first sentence of footnote (6) states that Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies including private funds that rely on Section 3(c)(1) or 3(c)(7). Please disclose whether or not the expenses of CLOs are included in the Acquired Fund Fees and Expenses line item. Response: The Fund confirms that the expenses of CLOs are not included in the Fund’s Acquired Fund Fees and Expenses line item consistent with the “Staff Responses to Questions Regarding Disclosure of Fund of Funds Expenses,” dated May 23, 2007, which states that funds do not need to include “expenses associated with investments in structured finance vehicles, collateralized debt obligations, or other entities not traditionally considered pooled investment